For most written contracts, the statute of limitations is six years from the date of the breach. However, for contracts involving the sale of goods under the UCC, the limit is typically four years. It is vital to consult an attorney promptly to confirm the deadline for your specific situation.

Under this Michigan doctrine, if one party commits a material breach of the contract (a substantial failure to perform), the other party may be excused from their own obligation to perform. However, this is a complex area of law and does not apply to minor or immaterial breaches that do not defeat the purpose of the contract.

You may have a claim for breach of fiduciary duty. Partners, corporate officers, and LLC members owe a duty of loyalty and care to the business. Actions that harm the company for personal gain, such as diverting business opportunities or self-dealing, can be grounds for a lawsuit to recover damages or remove the partner.

Many business disputes are resolved through Alternative Dispute Resolution (ADR). Negotiation, mediation, and arbitration are often faster and more cost-effective than litigation and can help preserve important business relationships that might be destroyed by a contentious court battle.

In Michigan contract law, not all breaches of a contract are treated equally. The law distinguishes between a "minor" breach and a "material" breach. A material breach is a significant failure to perform a core, essential obligation of the contract that undermines the very purpose of the agreement and deprives the non-breaching party of the benefit they bargained for. A minor breach, by contrast, is a less severe violation that does not defeat the contract's main purpose.

This distinction is critical because of the "first breach" doctrine. Under this doctrine, if one party commits the first material breach of the contract, the other, non-breaching party is legally excused from any further obligation to perform their side of the bargain. This effectively allows the non-breaching party to terminate the contractual relationship and sue for total damages. A minor breach, however, does not trigger this right; the non-breaching party must still perform their duties but can sue for the specific damages caused by the minor breach. A Michigan commercial litigation lawyer can help determine if a breach was material.

This doctrine acts as a legal switch, but it is a risky one to flip. If a business owner incorrectly declares that the other party has materially breached, and then ceases their own performance, they may inadvertently become the party in material breach if a court later determines the initial breach was only minor. This makes the determination of materiality a high-stakes legal question that requires careful analysis before a party decides to stop performance.

If your Grand Rapids business is involved in a contract dispute, determining whether a "material breach" has occurred is a critical first step. Our commercial litigation attorneys provide expert counsel to businesses across West Michigan on this complex issue. The Law Offices of Mitchell S. Bisson can analyze your contract and the circumstances of the breach to advise you on whether you can legally suspend your own performance and sue for damages. We represent clients in the Kent County courts to enforce their contractual rights and protect them from wrongful breach of contract claims.

Yes, non-compete agreements are generally enforceable in Michigan, provided they comply with state law. The governing statute, MCL 445.774a, specifically allows an employer to obtain an agreement from an employee that prohibits them from engaging in a competing line of business after their employment ends, but only if the agreement is reasonable and protects the employer's legitimate business interests.

For a non-compete to be considered enforceable in Michigan, it must be reasonable in three key aspects:

1. Duration: The length of time the restriction is in place. Michigan courts have generally found durations of one to three years to be reasonable, depending on the circumstances.
   

2. Geographical Area: The physical territory covered by the restriction. This must be tailored to the area where the employer actually conducts business and where the employee's competition would cause harm.
   

3. Scope of Activity: The type of employment or line of business that is prohibited. The restriction should be no broader than necessary to protect the employer's interests.
   

The agreement must be designed to protect a "reasonable competitive business interest," such as confidential information, trade secrets, or customer goodwill, and not merely to prevent ordinary competition. A unique feature of Michigan law is the court's ability to "blue-pencil" or judicially modify an agreement that it finds unreasonable. Instead of simply voiding an overly broad non-compete, a judge can rewrite its terms (for example, by reducing a five-year restriction to two years) and then enforce the modified version. This gives judges significant power and creates a degree of uncertainty for both employers and employees regarding the ultimate enforceability of any given agreement.

Whether you are a Grand Rapids business seeking to enforce a non-compete agreement or an employee trying to understand your rights, our firm can help. The Law Offices of Mitchell S. Bisson assists West Michigan employers in drafting reasonable and enforceable non-compete agreements to protect their legitimate business interests. For employees, we analyze the legality of agreements they've signed and can challenge overly broad or unreasonable restrictions in court. Our attorneys have the experience to litigate these complex matters effectively in the Kent County business courts.

"Piercing the corporate veil" is a legal doctrine that allows a court to disregard the limited liability protection normally afforded to a corporation or a Limited Liability Company (LLC) and hold the individual owners (shareholders or members) personally liable for the company's debts and obligations. This is an exceptional remedy that courts are reluctant to grant, reserved for situations where the corporate form has been abused to perpetrate an injustice.

In Michigan, a plaintiff seeking to pierce the corporate veil must satisfy a three-part test:

1. The company is a mere "instrumentality" or "alter ego" of the owner. This means there is such a unity of interest and ownership that the separate personalities of the company and the owner no longer exist. Courts look at factors like the commingling of personal and business funds, undercapitalization of the business, and the failure to follow corporate formalities like holding meetings or keeping proper records.
   

2. The corporate form was used to commit a fraud or wrong. It is not enough to show that the owner was sloppy with corporate formalities. The plaintiff must demonstrate that the owner abused the corporate structure to mislead a creditor or evade a legal obligation.
   

3. The abuse of the corporate form caused an unjust loss or injury to the plaintiff. There must be a direct causal link between the wrongful use of the corporate entity and the harm suffered by the party seeking to pierce the veil.
   

Simply having a closely-held company or failing to follow every corporate procedure is not enough to justify piercing the veil. The doctrine requires evidence that the owner actively and intentionally used the company as a shield for wrongful conduct.

Protecting your personal assets is a primary reason for forming an LLC or corporation. Our Grand Rapids business lawyers advise clients on how to maintain the corporate veil through proper record-keeping and adherence to legal formalities. If you are a creditor seeking to hold an owner personally liable for a company's debts, our litigation team can investigate whether the circumstances justify piercing the corporate veil and pursue that claim vigorously in the Kent County courts. The Law Offices of Mitchell S. Bisson provide skilled representation on both sides of this complex business law issue.

A shareholder derivative lawsuit is a unique type of legal action in which a shareholder files a lawsuit not for their own personal benefit, but on behalf of the corporation itself. This type of suit is typically brought against the corporation's own directors, officers, or other insiders who have allegedly harmed the company through actions like self-dealing, breach of fiduciary duty, or usurping a corporate opportunity. These internal partnership conflicts often require skilled legal intervention.

The core concept is that the corporation is the true victim, but the people in control (the alleged wrongdoers) refuse to authorize the company to sue them. The derivative lawsuit allows a shareholder to step into the corporation's shoes and "derive" the right to sue on its behalf. Any financial recovery from a successful derivative suit goes to the corporate treasury, not directly to the shareholder who filed the case, thereby benefiting all shareholders indirectly.

This is distinct from a "direct action," where a shareholder sues for a harm that is personal and unique to them, such as being denied the right to vote their shares. The Michigan Supreme Court has clarified this distinction by focusing on two key questions: (1) Who suffered the alleged harm—the corporation or the shareholders individually? and (2) Who would receive the benefit of any recovery?.

Before filing a derivative suit in Michigan, a shareholder must typically comply with a procedural prerequisite under MCL 450.1493a: they must first make a written demand on the corporation's board of directors, asking them to take suitable action to address the harm. The shareholder must then wait 90 days for the board to respond before they can proceed with filing the lawsuit.

Shareholder derivative lawsuits are complex and require experienced legal counsel. Our Grand Rapids business litigation attorneys represent both shareholders seeking to hold leadership accountable and corporate directors/officers defending against such claims. The Law Offices of Mitchell S. Bisson guides clients through the strict procedural requirements, including the pre-suit demand, and provide powerful representation in the Kent County courts for these high-stakes internal corporate disputes. If you are a shareholder in a West Michigan company who believes insiders are harming the business, we can help you take action.

The Michigan Uniform Trade Secrets Act (MUTSA), codified at MCL 445.1901 et seq., is the primary state law governing the protection of confidential business information. It provides a comprehensive and exclusive set of civil remedies for the "misappropriation" of a trade secret. Misappropriation includes not only the theft or improper acquisition of a trade secret but also its unauthorized disclosure or use by someone who knew it was acquired improperly.

If a business can prove its trade secrets were misappropriated, MUTSA authorizes several powerful remedies:

• Injunctive Relief (MCL 445.1903): A court can issue an injunction to stop or prevent both actual and threatened misappropriation. This is often the most critical remedy, as it can halt a competitor or former employee from using the stolen information.
  

• Compensatory Damages (MCL 445.1904): A plaintiff can recover damages for the actual loss they suffered due to the misappropriation, as well as any "unjust enrichment" the defendant gained from their wrongful conduct that isn't already accounted for in the actual loss calculation.
  

• Exemplary (Punitive) Damages (MCL 445.1904): If the misappropriation was "willful and malicious," the court can award exemplary damages in an amount up to twice the award for actual damages and unjust enrichment. This serves to punish the wrongdoer for egregious conduct.
  

• Attorney's Fees (MCL 445.1905): A court can award reasonable attorney's fees to the prevailing party if the misappropriation was willful and malicious, or if a claim of misappropriation was made or resisted in bad faith.
  

MUTSA is an exclusive remedy, meaning it displaces other common law tort claims like conversion or unjust enrichment that are based on the same act of trade secret theft.

If your company's trade secrets have been stolen or misused, swift legal action is essential. Our Grand Rapids business litigation attorneys are experienced in pursuing claims under the Michigan Uniform Trade Secrets Act (MUTSA). The Law Offices of Mitchell S. Bisson acts quickly to seek injunctive relief in the Kent County courts to stop the ongoing harm to your West Michigan business. We then aggressively pursue all available damages, including punitive damages and attorney's fees for willful and malicious conduct, to hold the wrongdoer fully accountable.

When a contract for the sale of goods is breached by the seller, the buyer's rights and remedies are governed by Article 2 of the Uniform Commercial Code (UCC), as adopted in Michigan. The UCC provides a practical, commercially-focused framework designed to allow the buyer to mitigate their damages first and then seek compensation for their losses. A Grand Rapids UCC & business law attorney can provide guidance on these complex matters.

Under MCL 440.2711, if a seller fails to deliver the goods, repudiates the contract, or delivers goods that the buyer rightfully rejects, the buyer has several primary remedies:

1. Cancel the Contract: The buyer can cancel the contract and is excused from their own performance (i.e., paying the price).
   

2. "Cover": This is often the most practical remedy. The buyer can, in good faith and without unreasonable delay, purchase substitute goods from another seller. The buyer can then sue the original seller for the difference between the cost of the "cover" goods and the original contract price, plus any incidental or consequential damages. This remedy prioritizes keeping commerce moving by allowing the buyer to solve their immediate operational needs.
   

3. Damages for Non-Delivery: If the buyer chooses not to cover, they can sue for damages based on the difference between the market price of the goods at the time the buyer learned of the breach and the contract price.
   

4. Specific Performance or Replevin: In limited circumstances, if the goods are unique (e.g., a specific piece of art or custom-made machinery) or if the buyer is unable to cover after a reasonable effort, a court may order "specific performance," compelling the seller to deliver the exact goods promised.

If your Grand Rapids business has been harmed by a seller's failure to deliver goods, our commercial law attorneys can help you pursue your remedies under the UCC. The Law Offices of Mitchell S. Bisson advises clients across West Michigan on the best course of action, whether it's "covering" by purchasing substitute goods and suing for the difference or pursuing other damages. Our firm is adept at navigating the complexities of the Uniform Commercial Code to protect our clients' interests in the Kent County business courts.

If a buyer breaches a contract for the sale of goods (for instance, by wrongfully rejecting the goods, revoking acceptance, or failing to make a payment when due) Article 2 of the Michigan Uniform Commercial Code provides the seller with a flexible menu of remedies to minimize their losses.

According to MCL 440.2703, a seller's primary remedies include:

1. Withhold or Stop Delivery: The seller can refuse to deliver the goods or, if the goods are in transit with a carrier, order the carrier to stop delivery.
   

2. Resell the Goods: The seller can identify the goods to the broken contract and resell them to another buyer in a commercially reasonable manner. The seller can then recover from the original buyer the difference between the resale price and the contract price, plus any incidental damages (like costs of the resale). This is often the most efficient remedy for standard goods with an existing market.
   

3. Recover Damages for Non-Acceptance: If the seller does not resell the goods, they can sue for damages measured by the difference between the market price at the time and place for delivery and the unpaid contract price.
   

4. Recover the Price: In certain specific situations, the seller can sue the buyer for the full contract price. This remedy is generally available only if the buyer has already accepted the goods, or if the goods were lost or damaged after the risk of loss passed to the buyer, or if the seller is unable to resell the goods after a reasonable effort (e.g., they were custom-made for the buyer).

When a buyer defaults on a sales contract, it can severely impact your business's cash flow. Our Grand Rapids business law firm represents sellers across West Michigan in pursuing their full range of remedies under the UCC. The Law Offices of Mitchell S. Bisson provides practical advice on whether to resell the goods and sue for the difference or seek the full purchase price. Our attorneys are skilled at litigating these commercial disputes in Kent County to recover the losses our clients have suffered due to a buyer's breach.

A claim for tortious interference with a business relationship (or a business expectancy) allows a company to sue a third party for intentionally and improperly disrupting a valuable business relationship or a prospective deal. This tort is distinct from tortious interference with a contract, as it applies even when no formal, binding contract exists.

To succeed on this claim in Michigan, a plaintiff must prove the following elements:

1. Existence of a Valid Business Relationship or Expectancy: The plaintiff must show they had an existing business relationship or a reasonable likelihood of entering into one. This must be more than a mere hope; there must be a probable future economic benefit.
   

2. Knowledge by the Defendant: The defendant must have known about the plaintiff's relationship or expectancy.
   

3. Intentional and Improper Interference: The defendant must have intentionally interfered with the relationship, causing a breach or termination. The central battleground in these cases is proving the interference was "improper" or "wrongful." This requires showing that the defendant's conduct was unethical, fraudulent, or illegal, and went beyond the bounds of legitimate, aggressive competition. Simply offering a better price is not improper; lying about a competitor's product (trade libel) or threatening a potential customer is.
   

4. Resulting Damage: The plaintiff must prove that they suffered financial harm as a direct result of the defendant's interference.
   

The law does not aim to punish strong competition. Rather, it provides a remedy against a competitor who uses wrongful means to disrupt another's business dealings.

If a competitor has used wrongful tactics to steal a customer or disrupt a deal, your Grand Rapids business may have a claim for tortious interference. Our commercial litigation attorneys are experienced in prosecuting these complex claims. We help businesses in Kent County and throughout West Michigan gather the evidence needed to prove that a competitor crossed the line from aggressive competition to improper interference. The Law Offices of Mitchell S. Bisson will fight to recover the financial damages your business has suffered due to this unlawful conduct.

Corporate officers and directors in Michigan are fiduciaries, meaning they hold a position of trust and are legally obligated to act in the best interests of the corporation and its shareholders. This obligation is composed of two primary duties: the Duty of Care and the Duty of Loyalty.

1. Duty of Care: This duty requires a corporate officer or director to act with the level of care that an ordinarily prudent person would exercise in a similar position and under similar circumstances. This includes making informed decisions by reasonably investigating matters before acting.
   

2. Duty of Loyalty: This is the duty to act in good faith and in a manner reasonably believed to be in the best interests of the corporation. It prohibits fiduciaries from using their corporate position for personal gain at the expense of the company. This duty includes avoiding conflicts of interest, refraining from self-dealing, and not usurping "corporate opportunities"—business prospects that rightfully belong to the corporation.
   

Michigan law recognizes the "Business Judgment Rule," which provides significant protection to officers and directors. Under this rule, courts will not second-guess business decisions made in good faith, on an informed basis, and with the honest belief that the action was in the company's best interest, even if those decisions turn out badly in hindsight. To overcome this protection, a plaintiff must typically show that the decision was tainted by a conflict of interest, fraud, illegality, or gross negligence.

Breaches of fiduciary duty can cause significant harm to a company and its shareholders. Our Grand Rapids business litigation attorneys represent corporations, shareholders, and directors in disputes involving these critical obligations. Whether you are seeking to hold a director accountable for self-dealing or defending against an unfounded claim, the Law Offices of Mitchell S. Bisson has the experience to handle these sensitive and complex cases in the Kent County courts, always focused on protecting the best interests of our clients and their business.

Formally dissolving a business partnership in Michigan is not as simple as closing the doors and walking away. It is a legal process known as "winding up," which is governed by the partnership agreement and state statutes. Properly completing this process is essential to terminate the partnership's business and shield the partners from lingering personal liability for old business debts.

The key steps in dissolving a general partnership include:

1. Review the Partnership Agreement: The first step is to consult the partnership agreement, which may contain specific provisions outlining the procedure for dissolution, asset distribution, and other terms.
   

2. Give Notice and Settle Debts: The partnership must cease carrying on new business except as necessary to wind up its affairs. A critical step is to provide notice to all known creditors and make arrangements to pay all outstanding partnership debts and liabilities.
   

3. Liquidate Assets: Partnership assets are marshaled and liquidated (converted to cash) to pay off the partnership's obligations.
   

4. Distribute Remaining Assets: After all creditors have been paid, any remaining assets or funds are distributed to the partners. This distribution is done according to the terms of the partnership agreement or, if the agreement is silent, in accordance with the rules set out in Michigan's Uniform Partnership Act.
   

5. File Final Tax Returns: The partnership must file final federal and state tax returns for its last year of operation.
   

6. File Dissolution Paperwork: For certain types of partnerships, such as a Limited Liability Partnership (LLP), a formal Statement of Dissolution or similar certificate must be filed with the Michigan Department of Licensing and Regulatory Affairs (LARA) to officially terminate its existence.

Properly dissolving a business partnership is essential to avoid future personal liability for old debts. Our Grand Rapids business lawyers guide partners through every step of the "winding up" process. From interpreting the partnership agreement to ensuring all creditors are properly notified and paid, the Law Offices of Mitchell S. Bisson provides the meticulous legal oversight needed for a clean and final dissolution. We help partners across West Michigan navigate this process smoothly and protect their personal financial futures.